Words to Fear By
by Lugitorix
Summary: Twilight Sparkle has lived in Ponyville for a long enough time. It's like any other place in Equestria. Quiet, and peaceful, and friendly of course. But sometimes a pony can find things that she wouldn't have ever expected. Things that will test her to the very end of her rope. Evil things... Things one can only imagine, yet come true... GrimDark


**Hello Everypony! ^^ It's time for a FanFiction! Horror-style! ;D**

**Inspired by reading Silent Ponyville, but different enough where I SHOULDN'T have to ASK to make a Fanfic myself. Afterall... We're all just inspired by the show itself to make a love to type about it ^^**

**This story will star Twilight, my personal Fav for a story on this level. Also... I encourage Ideas!**

**I welcome reviews, and such so... don't be afraid to click the damn button. Lol! I'm ignored quite a lot... **

**Also, just naturally... I should credit Jack(short name for the writer of Silent Ponyville) for the indrect encouragement to turning on the good'ol Open Office xD If he has any problems with me though... I just hope he's nicer than his stories gulp.**

* * *

**Warning, GrimDark**

A beautiful Saturday morning in the wonderful land of Equestria. The birds chirping, and the morning dew beginning to dry up, and no longer glisten as the orange sun began to rise, and the moon fall. The smell of early hours was always a pleasant one, and it never ceased to wake a certain Pony out of her bed with a mere tickle on her nose.

Twilight gasped softly, her eyes fluttering as she awoke with much grace, and prose... before she sneezed all over the air off the left side of her bed, "ACHOO!", the soft sound ended, and the air was littered with her sharp cry, "Ow!", she rubbed her snout, "Spike I always tell you to close the window before we go to sleep!"

"Uhhh-Huh?", the small purple dragon began to stir, "Wha?", he rolled onto his back, resting a paw lazily over his face, "Twilight?", he mumbled, and then shook himself, "Oh...", he stretched and yawned, "I... forgot.", he scratched his back.

The purple mare hopped quickly out of bed, and shut the window with the utmost haste, "there!", she grumbled to herself, and sniffled, "Hard to believe I'm allergic to morning pollen.", she sighed, and already began making her way to the mirror.

"Heh, I'm just surprised your sneezing doesn't wake me up.", Spike stretched again, and sighed also, curling up in his small bed.

"You're the one who forgets to close the window during the night.", she rolled her eyes, levitating her brush around, grooming her mane, trying to become her usually presentable self, "What's so hard to remember about THAT?"

"I don know...", he replied sleepily.

"Ugh.", she lowered her eyes, but then smiled softly at her reflection, "Well... at least it woke me up for today's special occasion!", she perked up immediately.

"Huh?... Oh yeah.", Spike peeped an eye open, but then sighed, "Tell Rarity I said hi...", he turned over.

She stopped, and cocked a brow, looking back at him, "Since when do you pass up an offer to see Rarity?", she sounded quizzical... but then starting to tease, a grin on her face.

Spike yawned, "I don't really wanna sit through another one of Mayor Mare's speeches right now.", he rubbed his eyes, and tightened the blanket over him, "It's just about the next Fall Fun Festival again anyway..."

"But it _starts_ today, Spike."

"Yeah... not for a few hours _after_ the speech...", he tucked in again, "I'll show up around noon.", his soft yawn could be heard again.

"You're not even gonna make breakfast?", Twilight asked with a cocked brow, and a short smile.

"It's like six in the morning...", he tightened his blanket. That made a good point, as it sank into her head... well then, Twilight Sparkle would just have to make her own breakfast.

"O-okay then.", she could help but smile... first time having to do that in a while. She turned, and trotted out of the room, humming softly, making her way into the main library. Through the next door, she found herself in the rather small, but still lovely kitchen. She hopped her front hooves onto the counter by the sink, and pushed open the circular window, welcoming the morning air... despite being allergic to the pollen. This part of the tree never faced the wind... she'd be fine.

She sighed contently, "Okay Twilight.", she closed her eyes, and then cleared her throat, "What to make for breakfast?", she didn't hesitate to open the cupboards, and the fridge, "Hmm.", she peeked into each, "Uhm...", all sorts of spices, sugars, and vegetables... drinks, apples, and all the sorts.

"Mayyybe some... Pancakes?", she tilted her head, pulling out the mix. She couldn't remember the last time she had made Pancakes. Perhaps she'd try blueberries mixed in? Definitely with syrup. She licked her lips thinking about it, and then smiled softly, "Alright then.", she agreed, conjuring out of the drawers nearby, a booklet.

It was a cookbook, but for breakfast-time meals. Flipping through the pages, which were alphabetical in order, she didn't have much trouble finding Pancakes, listed in the index.

"Ah! Pancakes.", she smiled, nodding... and began to read, "Okay...", her horn glowed brighter as she held the small book, but then hoisted materials out of the drawers, "Three large bowls... a whisk... flour... salt, aaand baking powder.", it was all set carefully onto the counter in front of her, and she even set them up as if she was just displaying them.

She flipped the page, and read more... again, conjuring the ingredients by magic.

"Sugar, two large eggs, a mixer, butter...", she quieted as she now just mumbled off what she needed, including a spatula, cookie sheets, a pan of some sorts, as well as spoon sizes- "Ugh.", she grunted, "There's so much to have _just_ to make pancakes?", she cocked a brow, looking out the window. But she wouldn't give up now. She pressed onward.

With a crank of her boilers on top of the oven, and the mixing, and dedicated measurements were complete... Twilight had all the while wore an apron. The white smooth fabric rested over her chest, as she was covered in all sorts of material, egg yoke, flour, even sugar in her ears... but she seemed proud, "Take that Spike!", she boasted to herself, "Who says you're the only cook in the house?", she puffed out her chest.

As time ticked away, she would flip the pancakes out from the cooking pan, and onto a nice warm porcelain plate, to which she carried by her lips, head high, and set them on her table, her chef hat hand't come off yet. She giggled to herself.

And indeed, the pancakes hadn't come out horrible, in fact they appeared rather well done... a lucky try some might say. They weren't perfect, some edges stained black from being slightly overcooked, however all seemed edible.

She didn't hesitate to immediately sit down, and give her creation a try. With fork glowing, it levitated over, and poked out a sizable piece, dribbling with warm syrup, and floated to her mouth. She bit down, and chewed softly, looked up, tilting her head, judging her work... before swallowing.

For a short while, she just stared blankly, and then shrugged... it wasn't Spike or Pinkie Pie's baking... so indeed it wasn't nearly as good. She rated herself very low in comparison, yet still ate relatively happy. At least she had not burnt them.

It was going to a great day. Fall was one the most beautiful seasons of the year, even Celestia agreed on those terms. And the festival was always amazing, and enjoyable.

Her next ten minutes were spent remembering last year's festival, what with Dash, and Applejack's little rivalry games at the time. Those two were always amusing to be around, especially when they went head-to-head in their friendly competitions. Ad of course, she also finished her pancakes.

With a soft sigh, she smiled contently, and wiped her lips with a napkin, before standing. She had held off on cleaning up before she ate her meal. And indeed, after a stack of pancakes, she was perfectly ready to begin assorting everything, back to where it had come from.

"You went over here...", into the cupboard, "You go in the dish washer.", the plates, and bowls, and all the mixing equipment, "Back to the fridge.", the milk, and butter...

It took her much longer to clean, than it was to pull it all out. She wiped off the counter-top, and washed down spoons... it was the most laborious part. She was reaching over the sink to turn on the hot water once again, before she bumped her shoulder against the jar of blueberries. She praised that it wasn't made of glass, and instead made of plastic, as it rolled across the floor, and stopping against the opening in the kitchen, that led toward her more private lounge.

With a soft smile, and roll of her eyes, she accused herself of being a tad clutsy. She hopped down, and moved toward the jar. It was a fresh batch of berries, probably the most fresh she had as she didn't buy them very often.

As she levitated it off the ground, she noticed a small mark on the hard-wood floor beneath her, where the jaw had landed.

It was a scratch, indeed, it looked like any other scratch you could get on finished wood. She stared at the condition of that particular square foot of flooring. While the whole kitchen floor was finished, and undoubtedly received some wear-and-tear... this one stuck out, because before she dismissed it... she followed one of the marks left behind by some long forgotten force. Indeed, there was nothing odd about it. But as she followed it, she realized it traveled on it's own across the floor, as though it had been growing for a long time or something.

It was so long it left the kitchen, and toward her private lounge. She cocked a brow, and with only slight interest, began to follow, "Looks like I'm going to have to buy buffer later today...", she mumbled oddly. As she followed it, she stopped, and raised her head with a soft frown.

It got thicker. Not rapidly, but gradually it became more and more noticeable, as the trail got wide, "Huh?", she cocked a brow, and kept following... how had she never noticed this before?

It went from a measly half-millimeter in width, to nearly half a full inch... and did not stop.

She was cut short as she rounded another corner... and it disappeared under the rug of her lounge room. Probably the second oldest room in the library, save for where the books themselves resided. Twilight wouldn't stop however. She hated having to ruin her setup, but she flipped the carpet over itself, and again, the "Scratch" became visible once again.

This was odd as it is... she expected it to end somewhere. And no doubt it would. She lowered her head, eying it as it just got thicker, and thicker... until she came to a halt, bumping her head on the wall, "Ow!", she grunted.

She peered up... she was at the wall. But so was the mark, it traveled up, and stopped at about where he face was... moving out of the open, and into cover, "I...", she leaned her head back, an eye narrowed, "What is?", she was looking at one of the picture frames she'd put up a short while she arrived in Ponyville. It was a rather large painting of Ponyville. Nothing out of the ordinary, she was the one who had bought it.

"The... basement duct?", she asked with a confused tone, stretching out her hoof, and gently removing the frame.

Indeed, a basement duct, something she had covered up, because of the uselessness it imposed. IT was a small elevator-looking contraption inside of a compartment she had to open a door to gain access to... the scratch she had followed ended in here... there was nothing on it. It was bare.

"Uh?", she cocked a brow once more, and began to turn aside. Yet she felt compelled to enter...

It certainly was a rickety old thing, but by some amazing feat, it was able to hold her weight. This shouldn't have been very surprising to her, after all, Twilight herself wasn't that big. She had sat on the elevator to confirm a suspicion...

Hesitantly, she pulled on one of the ropes, and began to descend, only a few feet, but she could still see exceptionally well. She stopped almost entirely, "Ah hah!", she pointed, as the scratch HAD continued! It moved down the shaft!

She narrowed her eyes, staring at it very closely, but she stopped when she heard the rope softly snap above her, freezing her immediately, "Uh oh.", she whispered, and then called for help with the sound of a shrill scream, before plummeting to the very bottom.

It wasn't a very far descent, but it was a frightening one. Her nerves on end, and her mane wildly flickering in the air before she was jolted upward, and then hit the ground thereafter. She yelped loudly, and laid on the elevator with a weak groan.

Twilight's eyes spaced out, and her vision blurred as she was met with sheer darkness. When she stood, she shook herself free of the dust she had sent flurrying into the air on impact. She swayed her mane about, as it had become entangled from the fall. She tried to gain her balance, and most importantly, her sight.

She knew where she was, but she didn't know how far down it was. She pondered why it was so dark... was she that deep under the tree? She shrugged rather uneasy, "Okay...", she spoke quietly, unable to see still. Her horn began to glow, and she was shown where she was exactly.

No wonder she never wanted to come down here...

The basement was all but clean. It was thick with cobwebs, and lined with old, dark, and grim furniture. Candles that had burned many many years ago had been so melted down, they were nothing but thick, piling blobs.

Twilight Sparkle raised her horn again, expelling three soft lights into the air, which by her own will, floated around the room, giving it a soft light... well capable of seeing where she was going.

Rather than get back onto the elevator, she felt very compelled to see what this place had to offer other than being just on the verge of rotting itself away. It looked fascinating enough, safe for it was cold, and a little damp... but she _was_ under the roots of her tree; it needed water and nutrients from the soil after all.

There were even mirrors down in this place, though most of them were cracked, or caked in grime, and cobwebs... she couldn't believe how all this was down here, and she never knew about it.

She was almost on verge of leaving... until she stumbled into a tall, broad set of shelves. When she gazed up she saw the one thing that truly got her interested, her eyes widened, and what blocked her path was a glorious bookshelf.

"Oh wow!", she smiled in astonishment, "Who knows what kind of knowledge are in these books!", she squealed excitedly, her horn glowing far more brightly, as she took them down in small stacks at a time... reading them off without hesitation.

"Restoration spells, Conjuration spells, _The Great Pool of Magic_, Alteration spells!", she grew excited, the books were so old in appearance they must have had something to learn. She couldn't help but read off the titles, "Incantations! Potionry! _Eckni-.. Maser..y?_ _Ecknimasery!_". She repeated it twice, for some of the titles had very strange names, "Offensive Spell combat.", she always liked to wield more difficult magic... she was always careful though.

And not to mention, between the pages, she found many notes, and hints written nearly everywhere on small sheets of paper. It was simply magnificent.

She pulled another, "Dark magic!-...", she stopped... Dark Magic? That was strange... "Necromancy?...", she began to frown, "Dread Spells?... Fear?...", she found this a tad unexpected... dark magic spell books in Ponyville? Without Celestia knowing of them? Certainly something to bring up later when she next had the chance. Perhaps it was just somepony getting a little more knowledge than they bargained for. And perhaps it might have been taken care of already, the books _were_ pretty old... a lot can happen in such a time-frame.

So the mare shrugged it off well, and stacked everything she found suitable to take, and floated it with her, stopping, and setting them onto the elevator.

It was then she realized she may have unbalanced a number of things behind her. After taking so many books, she forgot to rearrange a number of the things on the tables, and chairs so that they wouldn't topple over in due time.

She turned back to see another stack of books she found unsuitable, had fallen over, and littered the ground. She had winced at the sound it made, but then sheepishly made her way over.

It was then she spotted something she hadn't on the first time around. It stood out so well, she cocked a brow at it's rather grim appearance. Unlike all the other old, and tattery books, this one was coated in dust... only it had worn brass links, on each of the corners. They had become rusty, and rather loose at her touch.

And a small chain, a dull brass in color, wrapped from the front cover, to the back... rather tight for a decoration. It seemed to be more or less mandatory on the book.

Twilight turned her head away, eyes still gazing down at it, before she smiled, and floated it up. The book was light, yet it appeared heavy in her eyes. She floated it in front of her for a moment, "Alright...", she was interested enough... as it was the only book with props. It also appeared to be the oldest in the entire room by her quick memory of all the others.

She tried to remove the chain. Her horn glowed, and the aura she possessed gave it a tug... yet it wouldn't come undone. Well... it was a tough one. She tried again, to no avail.

She again, gave a third try, and yet it would not open for her, even as she had put far more effort.

"Hmm!", she narrowed an eye, highly determined... she gripped the lock one more time, the chain still very tight, if not tighter than before by her own efforts for all she cared. Twilight Sparkle put far more force into her assault to open the book.

This time though, unable to fight back against the far stronger magic, the lock broke, and the chain whipped off across the room, never to be seen again. The unicorn winced as it nearly smacked her when it took it's leave, "Oookay.", she cocked a brow, rather confused by what had just happened. She began to smile, and she carefully opened the front cover.

Inside was the tiny scribbles of an unknown author, the words to small, and too distorted by age to fully understand. With a soft, content sigh, she paid no mind to it, and turned the page. She was met with eight simple words.

"_To those who read, the Door will open"_

"To those who read, the door will open?", Twilight raised her head back, and cocked a brow. But her eyes were deterred to a series of small scratches in the paper, written in some for of red material, just above the true writings.

"_DO NOT READ"_

Indeed. That is what it told her. It was so blunt, and so sloppy, she immediately dismissed it as complete nonsense. It was too late anyway, she was interested... she flipped the page, only to be met by a tan, blank sheet.

She flipped another page, nothing but blank again, the pages a little mangy, and torn on their edges, "Uh...", she flipped again, and again, and again, _and again. _Yet it would just not stop, she reached page twenty, and just raised the book, and began to flip them at a rapid pace, passing the middle, and approaching the end before she stopped at the very last part of the book.

The one last page was a drawing, colored in old ink. It was a pale, jagged drawing of a pony, legs raised into the air, painted black. Yet it was on fire. The mane, the tail, and the hooves were of a blazing inferno. Beside the creature, ink stains stretched out form the inner edge of the paper, stretching, and growing thin just before they vanished where the pony began.

"I-...", she didn't get it. Why would an entire book be blank save for the first, and very last page? Why was it so... grim? And why did the note tell her NOT to read? And what about a door?

"Twilight?", she could hear Spike call out... she must have been down here quite a while

She looked left, to right, if it were brighter, she would have gladly looked for the chain, but it seemed like finding it would be harder than she bargained for. Twilight turned around, and laid the book on her rump, before she hopped into the elevator with all her new books, and footnotes... including her new blank novel... and she began to float back upward, the lift under the control of her magic.

"Twilight!", Spike shouting once again.

"I'm coming I'm coming!", she replied, "Spike, get a cart ready! I found books!"

The baby dragon waited at the top of the lift, oddly staring at her as she soon popped up into view, he began to snicker, "Is that your new look? Spider queen?", he pointed, and laughed at Twilight.

"Huh?", she cocked a brow, but then looked into a mirror across the room. Even as she was cooped up in the elevator, she could see herself quite clearly. She was dressed in cobwebs from the basement, and her mane was so rustled, and tangled, that it made her look a little rabid, "Oh!", she hopped out, and began fondle it roughly, trying to get the knots, and webs out of her hair.

His laugh turned into a snicker.

Twilight gave up shortly after, she'd need a whole new bath, and a comb to fix this. She lowered her eyes irritatedly, before smirking back at him, "Don't get too relaxed... you've got a whole new set of books to find homes for!", she announced, with a fake smile, and cheery voice.

Spike stopped, and then looked at the pile of books, "Where did you get all those?", he asked, reaching out for the first one... the one on top. The blank book.

Twilight floated it away from him, and blew off the dust before he had the chance to grab it, she smiled with a chuckle, "I guess I should have gone into the basement a long time ago.", she seemed to approve of her ransacking. Though it _was_ her home in the first place. She floated the empty book by her side, and soon, she grabbed one of the saddlebags beside the big lounge pillow. She strapped it on, and concealed the book, "This one I'm just gonna get rid of.", she told him, "It's completely empty."

"Then why not use it as a notebook?", he asked, picking up a stack that was already too big for him to carry.

"Because, I'm sure it's got to have SOME history on it.", she began to follow alongside Spike, as the young dragon huffed, and puffed his way into the library. Twilight head upstairs, "Maybe an appraiser could tell me.", but she would spend time at the festival first of course.

Her door shut quite quickly, and minutes later, when she emerged from her room, she was just as spiffy as she was before she found herself in the dark, damp, and bitter basement of the tree house. Her mind had completely flown clear of that place already, as she suspected it was just some remnants belonging to a pony who lived there long ago.

"Well... can't say its been the best way to pass time, but it passed time none-the-less!", twilight trotted passed Spike once more as she headed right to the door, "Will I be seeing you at the festival soon?"

"Meh, you've still got like... a six hour speech coming up.", Spike rolled his eyes, and put more of the books right onto the shelf, right where they would go alphabetically, and definitely into categories. They weren't eye-candy to look at, but they certainly would make a fine addition to the library itself. Of course Spike himself didn't think this... he just dully assorted them wherever they went properly.

Twilight herself was gone, the moment she had closed her front door, she was whisked into the great town that was Ponyville. She was greeted with the tweeting of birds, the smiled on others faces, the smells of the festival foods, and of course the welcoming embrace of the atmosphere in place for the Fall Fun Festival.

"Good morning Twilight!", a recognizable Carrot Top called out, waving.

"Morning!", the mare replied, smiling kindly.

"Mornin Miss Sparkle.", a mailcolt smiled as he passed by.

"Morning!", she smiled yet again. Today was a good day indeed, her trot was solid, and her smile was ever beaming with happiness. She shifted her saddlebags on her back, the book inside... in fact, save for a few writing utensils, and paper, that was all she had on her. Though she began to ponder how she would keep an eye on the book throughout a whole festival before she'd find an appraiser for it.

"Mornin Twi!", a southern twang greeted her. As Twilight came to a hasted stop, she was greeted with the friendly face of Applejack.

"Ugh, Ive already heard that word too many times, AJ.", Twilight rolled her eyes with a friendly smile, "Everypony's excited about today, aren't they?"

"You betcha, Heh I can't leave ma cart fer two minutes without comin back and findin a line uh people ready ta purchase some good quality snacks fore the Mayor's speech.", Applejack looked right behind her, the cart filled to the brim with apples still, thanks to the ever diligent transportation by her older brother, keeping her well stocked for the festivities.

"I bet.", Twilight said, speaking with content, "Nopony can resist your baking."

"Whoa! Guys!", tail of rainbow came rushing down from the skies, landing beside the two, as none other than Rainbow Dash came face-to-face, her arm flailing until she got it around Twilight, and pointed up, "The _Wonderbolts_ are here!", she squealed, "They're performing during the Festival Fireworks display!", she held her mouth with her other free hoof, "Today might be the day I get their attention!"

Twilight cocked a brow, smiling oddly as she was trapped beside the daydreaming Pegasus, "Alllright Dash, uhm... good luck then.", she chuckled.

Rainbow released her, and turned, "OhMyGosh! I need to prepare!"

"But whata'bout the speech?", Applejack frowned, before giving Dash the eye...

"Its a speech Mayor Mare gives out every year!", she crossed her hooves, and narrowed an eye back at the cowpony, "Only it just gets longer, and longer.", she turned around, "I'll be back for the festival though!", she boomed out into the sky.

Fluttershy seemed to pad out from the crowd, a delicate smile on her face, "Uhm... hello everypony...", she whispered kindly, "Are you all having a good time?... The festival is so much less crowded in the morning...", she looked left, and right... she seemed just as happy.

"Uh Uhhh!", Pinkie Pie burst from the apple stand, sending one of the onlooking customers into a fearful run.

"AHH!", he screamed.

"Ooops...", The pink pony rubbed her chin, before smiling sheepishly to Applejack, "Sorry.", she then perked wildly, "But anyway, no WAY, when all the partying really gets going is when everypony else is here! That's what makes it a festival, when you have a lot of ponies running around all over the place!", she slowly raised an apple as she spoke... and took a very hesitant bite, before smiling, "Mmm!", she rubbed her belly, and began wolfing it down.

"Well I'm just glad you're all having a great time.", Twilight spoke amongst them, "And it hasn't even started yet.", she smiled happily. The sound of a trumpet washed over them, and the gathered crowd seemed to all fluctuate toward Ponyville's city hall.

It was Mayor Mare most definitely. Her noticeable gray mane draped off her side as she walked up to her small podium.

Twilight, and her remaining friends present, also joined in to listen. Huddled amongst the large group attending the early-morning setup. Dash may not have been there, and neither Rarity, of course she was in charge of decorations... like every year.

The older mare cleared her throat, and raised her hoof into the air, "Mares, and Gentlecolts. It is with great pride, that I welcome you all here, this early Autumn morning to announce the beginning of our yearly Fall Fun Festival!", she rang up a number of collect cheers, and happy shouts as many of the ponies up front raised onto their hind legs to celebrate one of their favorite yearly festivities.

"May our joy, and happiness prosper. And let us never forget how we work so very hard to make this season possible!", she looked out over the crowd, her eyes brimming with pride, and power, "And may our prosperity be recognizable to our ancestors, and our future generations!"

Like Spike said, the speech would go on quite a long time. Not that Twilight openly minded it, unlike Pinkie Pie of course, who wouldn't stop fidgeting the entire time. Perhaps the sun managed about fifteen degrees across the sky before it finally came time... and even then, it seemed like she was burning daylight as Mayor pulled on her collar.

"And finally! Mare's, and Gentlecolts, I hereby declare; THIS Fall Fun Festival! To all before me!", she raised her hoof high into the air. She froze.

Twilight raised a brow, her nulled smile from that entire wait, turned into a frown. Why did the Mayor stop? She leaned to the side, and nudged her elbow against Applejack, "What's going~...", when she looked, she saw that her friend was raised onto her hind legs, her head high in the air. AJ did not move either.

The unicorn pulled away, pumping into a silent, and stiff Fluttershy, "Uh?", she leaped back, looking over Pinkie Pie, who also was leaping into the air... she did not even touch the ground, as she was frozen in place, "What going on?", Twilight asked, realizing; everyone here, everyone around her had become nothing more than statues! They still had their color, and their appearances. They were still warm.

Why had they stopped moving? Her nerves stood on end, there was no sound, only her soft breath was all she could hear... and it was quite loud in her ears; As though someone had turned the volume to the maximum.

It seemed the air around her was the only thing that changed. The smell of fresh, clean ocygen, turned stagnant, and aged in her mouth, causing her to at first reel back with disgust, "Ugh!", she spat her tongue out, only catching more of the terrible taste.

She stumbled out of the crowd, having to sleek through. She was unable to move any of the ponies around her, which seemed to frighten her all the more. The grass under her had changed. It was no longer patchy green, but instead either brown... or dry dirt. Ponyville around her though seemed to remain perfectly intact, again confusing her. This was very strange, and very bizarre.

She had no idea of what to do. She called out, but no one answered, not a soul was around her... her voice had been amplified through her own ears, blaring into her mind, and making her wince with immediate pain, "What going on?", she cringed again, the burning screech of her eardrums. She collapsed onto the ground, in a heap, covering her ears.

It only got louder, and louder, setting off shock-waves of pain through Twilight's mind, her nerves blowing out of proportion, wave, after wave of horrible pain.

Until it all came to a raspy, barreling stop. And she was left in pure stun. She hardly moved, her eyes opened... she was still in Ponyville but... the sounds had all gone quickly back to normal. She slowly got to her feet, and backed away quietly from the still very frozen crowd. She looked all around. The clouds did not move, the birds did not move... but the sky. It wasn't blue anymore. It had turned a rotten tan color... matching the foul taste of the air.

"What's going on?", she asked again, backing up the entire way... until she bumped her flank into a lamp post, which rattled, and shook. She looked up, and her eyes widened in surprise.

A black bird. Tall, and skittish. It's head was long, and sharp. The feathers were poorly taken care of, almost as though they had been torn, and glued back onto the skinny animal. It had a beak like a dragon's snout... only hard, and a dull orange in color. Looked right back down at her.

She figured it was frozen like all the others. Twilight turned around, and narrowed her eye's up at it... she'd never seen a bird like this before. She kept leaning up for it, slowly getting closer, before she jumped out of her skin.

"CAW!", it spread it's wings, it's eyes burning a flaring red color. The bird was very alive, and fully capable of moving on it's own.

"Ah!", she replied instinctively, it had frightened her by the sheer suddenness of its vocals. But she was not scathed, in fact, she had only turned away so she wouldn't have to look at it, "Just a bird.", she told herself, and looked back up at it wearily.

It slowed moved across the lamp edge, eying her, before turning, "CAW!", he seemed to speak to her, before it spread it's wings, and flew away. It didn't fly very high, just... away from her.

"Huh? Wait!", Twilight called after it. She, and that bird were the only things that could move around! She needed to know why, so she could not let it out of her sight. She turned into a gallop; trying to stay close behind.

It seemed to be leading her, as though it wanted her to follow... it flew faster. Screeching yet again before it led her passed Fluttershy's house.

"The Everfree Forest?", Twilight gasped... what could that place possible have to do with why everything had become so strange. She was going to stop... but it seemed like her legs were trapped in some sort of locked motion, carrying her so fast, that she entered the forest without hesitation, and burst down the tiny path the bird had chosen. She was still gaining.

Everfree Forest appeared the exact same way it always did... thick with vegetation, and hard to navigate. Twilight stumbled, and banged into many low-lying branches, rocks, and even sloshes through small ponds where it became swampy. She cried out as she couldn't stop herself, "No! What's going on?", that seemed to be the primary question...

When it seemed like it would only get more rugged, her eyes began to blur, her vision becoming very hazy. The forest around her flashed, and warped, and suddenly the ground beneath her became flat, yet moist. She shook her head, regaining control of her legs, "Wha!", she tripped, and came crashing along the road she's... found. Coming to a halt face-first, "Uggghhhh...", she remained still.

Only a few moments passed, until she shakily began to stand, quivering from the experience, "Ohhh...", her head hurt... the impact felt horrible on her. She looked at her hooves, her legs splattered up to her chest in water, and mud. Her cheeks were stained, and she was... only a tad scraped up, "Where... Where am I?..", she mumbled, looking up.

The path she had initially taken was no path at all, she had basically trail-blazed... but now... she looked down a very wide, very misty road. It was very big, dug in with carraige wheels, it was a very light gray-green in color... very slick, and wet. It had a very distinct smell, a little musky from all the humidity.

She stepped forward... all the trees. They seemed to bend directly over the road. All nothing but branches... no leaves save for a dead few still clinging for the wood. The sky possessed no sun, because the clouds were so thick, it hardly broke through, leaving Twilight with a very gray lighting... it was very dark. And very cold.

But she soon remembered; where had the bird gone?

She looked both left, and right, her gaze only being met by the thick, dead trees. Which seemed to become a very thick forest the further away from the road. This place was so... desolate; unwelcoming. Where was she?

She froze, staring down the road. Nothing was coming toward her at all... it was the sound of laughing. But not Pinkie Pie laughter, nothing inviting, and warm. It was instead very nasty laughter.

A light appeared far off to the left, just barely caught by her line of sight. It was out in the forest.

"_Hahahahhahhahaaa.._.", it was more of a cackle. She squinted... the light was bouncing, and flickering. The voice echoed toward her, setting her nerves on high. Twilight cringed, and stepped back, in near disbelief. The second the flickering light pranced behind a tree, it had dissapeared, leaving her staring out to where it last was.

Behind her, her ears perked at the sound of splashing eater, making her whipe around... the light had appeared on the other side of the road, closer than before. Only now it was clear it wasn't just a bouncing ball of flickering flames... it was a pony.

Her mane stood on end, and she backed away, but again it vanished when it got out of her sight. She instinctively whipped around, and just like before, only now, a mere twenty meters away, it pranced up and down across her field of vision... black... and burning. It vanished again.

"_Hahahhahhahhahaaa._..", the laugh echoed, it sounded like a colt's laugh, not a mare's.

Twilight reeled back, showing her horn to the other side of the road, "Show yourself!", she commanded uneasily, "Show yourself or I'll-... I'll!~", it didn't appear where she expected it to... the forest was empty, quiet...and grim once again.

"Or you'll what?", the voice rasped in her ear... it had a light southern twang, but nothing over the top.

"AH!", Twilight stumbled away, hitting the ground with a grunt before looking up at... a Colt. A tall one at that... black as soot.

At her slightest misfortune, he looked away, teeth clenched as he chuckled with amusement... his mane... it was on fire, flaring up in the sky.

"Who are you?", Twilight asked quietly, she didn't anticipate another pony to be out here with her, "What's going on around here?", she looked up agape with worry.

His eyes were a dark orange hue... and he bore no cutie mark like any other pony she knew. But her question brought a confused look to his face, "What'ya mean?", he asked, staring down at her... he was very tall. He looked rather fit... he was a unicorn.

"Uh! Don't you see everything around you?", Twilight gestured, getting to her hooves slowly... she didn't like the feeling of all the mud, and grime.

Of course he looked wherever she pointed, as though he hadn't a clue, "Huh? What about it?"

"WHY does it LOOK like this?", she emphasized this time, glaring up at him... frowning when all she got was a soft, rather content smile.

"I don't follow.", he shook his head with a quiet laugh, almost wheezing... she was an interesting one... until it finally clicked, "Oh!... You mean... all _THIS_?", he gestured to the forest, "Heh... well... Twilight Sparkle... _you_ did that."

She stepped back, how did he know her name. She then shook her head, "What?"

He cocked a brow softly, tilting his head, before frowning, "You... _read_ the book didn't you?", he turned aside, even his tail was softly flaring, floating left to right, burning with a smooth stream of smoke, and ash, "Ya opened the lock, and read the first page?"

Twilight Sparkle reared her head back, a little dumbfounded, "How did-... what does that stupid book have to do with what's going on?", had she done something horribly wrong? She then remembered... the mare opened her saddlebag, and pulled it out by the teeth, holding it before the colt, "This one?", she asked muffled quietly.

He however, stepped away, "Yep... that book.", he nodded softly, and then frowned, "So why would you ever wanna read that awful thing..."

"Uh... I wouldn't say I read it... it's all blank inside.", she put it away, and zipped the bag shut, "I just... found it... there was only about eight words inside... and a picture."

But the colt only tilted his head, as though he was in disbelief... he reeled his head in, "No seriously... why'd you read it?... Why would you wanna do this?"

"This?", Twilight asked, looking back up at him, "I uh...", she chuckled a little oddly... he had begun to weird her out, "I'm not sure I follow.", her hoof raised when he stepped forward, looming over her almost.

"Why would you ever wanna open that book?", his eyes had widened, his pupils small... he asked her with a soft hint of worry, he had gotten so much closer, looming over her as he sent Twilight into a retreat... she herself lowering her body to the ground.

"Get away!", she eventually shouted, and rammed her forehooves into his chest, sending the colt stumbling backward, sputtering, and coughing.

"Ow! Ow! Ow! Okay! Okay! I'm sorry!", he held his chest... Twilight truly had a good aim, and definitely some sort of power. It wasn't until a minute afterward, he wheezed, and began to laugh again, "Mare's got spunk!", he cackled, unnerving Twilight all the more. He tried not to let completely loose, raising his head with a snicker that could rival Pinkie Pie's in how out of the ordinary it sounded.

"What do you mean I shouldn't have opened the book?", she demanded.

The Colt wiped his chin with a hoof, standing tall. He was certainly an odd-looking one for his height. His weight, size, and height seemed to match up just to make him appear normal, his hooves were not thick, and broad like Twilight's brother's, or anyone of that particular size. He also seemed to have a very lenient posture, standing like he didn't care what was going on in the slightest, unlike her... he had that appearance.

"What do you think it means?", he asked with a shrewd reply, smiling toothily. It was to Twilight's discomfort that he didn't have a normal set of teeth. Sure, most of it was as it should be... save for the fangs on both his top, and bottom jaw... why he had them, she was worried to learn about. Other than that though, even the flames along his tail, and mane... even his wrists... nothing was as imposing as they should have been.

He turned away from her, "Twilight Sparkle... you've entered a world created by uh book you shouldn't uh opened.", he cocked a brow at her... seeing if she understood, "And now... you have to overcome what's inside of you, if ya wanna leave this place.", he sighed... as though he's said that before. He then looked toward her, smiling coolly, "And I... am you're trusted assistant.", he snickered, and bowed before her, turning to face her with an amusement all his own.

Twilight stepped back, "Assistant?", she didn't understand.

With a soft snicker, the colt stood tall again, he didn't answer, "Well... read the book... it'll tell ya what ya gotta do.", he turned away, the fire's along his mane began to flicker, and dim.

"W-wait!", Twilight didn't understand, "What makes you think I'll even do what the book wants me to?", she stomped her hoof. That question stopped the Colt dead.

His eyes looked down to the ground, "Not like you can turn around, and go home..."

Twilight took that as a challenge, "Really? What's stopping me!", she raised her head high, and turned around, and stepped forward. She froze. Where did the edge of the forest go? She knew she spent most of the time just trailblazing to get here but... now she looked at what seemed to be the exact same thing the other direction.

Behind her, she could hear him chuckle away, "Told ya.", he nodded.

Twilight ripped around, "Where are we?"

Her outburst made him hop onto the weight of his legs furthest away from her, she had gotten right in his face, "I can't tell you... makes it too easy. Against the rules...", his ears lowered with a fake pout.

She reeled her head back... her own ears lowered, "Against the rules?", she'd get nothing useful out of him no doubt.

Before she could even think of how to get her bearings, she was interrupted, "We've wasted too much time.", he stood broadly again, looming over her... his playful mood seemed to fade, and he grew far more serious... this change of heart worried Twilight, "You have ta get to the gate... and you have to get there soon.", he frowned, "Before it gets dark."

"Dark?", Twilight looked around, "It's already dark."

His mouth curved into a soft smile, "Heh... well...", he gestured his head down the road, "Best hurry.", his mane, and tail, even his wrists... the fires suddenly cut off, and died away... pale red hair, surved down over his face, and limply floated down to hang like any normal pony. His mane looked almost like Fluttershy's... just longer... very sleak. But it also exposed one other thing about him that stood out.

His ears. When the fire had cleared, she ntoiced they were very long, sharp at the tips, rather impish in her opinion. But that's not to say they frightened her. She very well would have teased him... but her heart told her to be on her guard, "Wait...", she frowned.

He began to step away, "Good luck Twilight Sparkle. Don't worry... read the book. If you're as smart as ya look... we'll meet again real shortly.

"What? Wait! You can't leave me here, alone! I need your help!", she leapt for him... but touching him felt... odd... she passed right through. The tall pony had become etheral, staring down at her as she landed hard onto the moist road... before he faded completely.

"_Read the book."_

Her saddlebag had gotten a little muddy... but she was fine. Twilight hunched up, looking all around. Now that she was alone she had lost much of her confidence... why couldn't he have stayed? Why did he have to go? Where was she? What did a book have to do with this place?... She hadn't even gotten the Colt's name!

She had nothing to answer these questions with just yet. But indeed one thing became very clear.

Twilight Sparkle was alone. And she had no idea what to do next...


End file.
